Sri Lanka Business Compliance Checklist for 2026

Running a company in Sri Lanka? Stay compliant with this comprehensive guide to mandatory registrations, filings, and deadlines.

Why Compliance Matters

Non-compliance consequences:

❌ Fines and penalties
❌ Director liability
❌ Bank account freezes
❌ Business closure
❌ Criminal prosecution (severe cases)

Compliance benefits:

✅ Legal protection
✅ Credit access
✅ Government contracts eligibility
✅ Professional reputation
✅ Peace of mind

Essential Registrations (One-Time)

1. Company Registration (ROC)

Required form: Form 1 - Application for Registration

Where: Department of Registrar of Companies

Timeline: Before business operations begin

Documents needed:

Company name approval
Articles of Association
Form 18 (Director consents)
Registered office address proof

Fee: Varies by authorized capital

Simplify registration: Use our Form 1 Generator for pixel-perfect ROC submissions.

2. Tax Identification Number (TIN)

Authority: Inland Revenue Department (IRD)

Deadline: Within 14 days of incorporation

How to register:

Visit nearest IRD office
Submit company registration certificate
Complete TIN application form
Provide director NIC copies

Important: Cannot open a corporate bank account without TIN!

3. EPF/ETF Registration

Required if: You employ at least one person

Authorities:

EPF: Employees' Provident Fund (8%-12% of salary)
ETF: Employees' Trust Fund (3% of salary)

Deadline: Within the first month of hiring

Steps:

Register at Department of Labor
Obtain EPF/ETF numbers
Set up monthly deductions
File monthly returns

Penalties: 100% of contribution + interest for late payment

4. VAT Registration

Threshold (2026): LKR 12 million annual turnover

Authority: Inland Revenue Department

VAT rate: 18% (standard rate)

Benefits:

Input tax credits
Required for B2B sales
Government tender eligibility

Recurring Compliance Requirements

Annual Returns (Form 15)

What: Summary of company information

Deadline: Within 30 days of Annual General Meeting (AGM)

Must include:

Updated director/secretary details
Registered office address
Share capital structure
Member register summary

Fee: Based on company size

Consequences of late filing:

Fines starting at LKR 5,000
Increasing daily until filed
Director prosecution possible

Generate Form 15 instantly with our Form 15 Generator

Annual General Meeting (AGM)

Frequency: Once per year

Deadline: Within 18 months of incorporation, then annually within 15 months of last AGM

Requirements:

21 days notice to members
Quorum: 2 members (private company)
Minutes must be recorded
Approved financial statements

Agenda:

Present audited accounts
Declare dividends (if any)
Appoint/reappoint directors
Appoint auditors

Audited Financial Statements

Who must audit: All Private Limited companies

Deadline: Before AGM

Auditor requirements:

Must be registered with ICASL or CASL
Cannot be a director or employee
Fresh appointment annually

Documents to prepare:

Income statement
Balance sheet
Cash flow statement
Notes to accounts
Director's report

Corporate Income Tax

Tax rate (2026):

Small companies (turnover < LKR 500M): 14%
Medium/Large companies: 30%

Filing deadline: Within 4 months of year-end

Quarterly payments: Advance tax paid quarterly (Form IT3)

WHT (Withholding Tax) Returns

What: Tax withheld on payments to consultants, rent, dividends

Forms:

Form IT4 (Withholding certificates)
Form IT5 (Monthly WHT return)

Rates:

Consultancy fees: 5%
Rent: 10%
Dividends: 14%

File: Monthly to IRD

Director/Secretary Changes (Form 20)

When required:

Appointing new director/secretary
Resignation
Death
Change of address

Deadline: Within 20 days of change

Documents:

Form 20
Consent letters (if appointment)
Board resolution
Updated NIC copies

File Form 20 with our Form 20 Generator

Compliance Calendar for 2026

Monthly

EPF/ETF contributions (by 15th)
VAT returns (by last day)
WHT returns (by last day)
PAYE tax (by 15th)

Quarterly

Advance income tax (IT3)
Quarterly EPF/ETF reconciliation

Annually

As Needed

Form 18 (new director consent)
Form 20 (changes in officers)
Name change forms
Registered office change

Common Compliance Mistakes

❌ Missing AGM deadline - Automatic penalty ❌ Late tax payments - Interest + penalties compound ❌ Not updating director changes - ROC penalties ❌ Filing incorrect forms - Rejection delays ❌ No backup documentation - Audit issues ❌ Ignoring small fines - Escalate quickly

Penalties Overview

Violation	Penalty
Late Annual Return	LKR 5,000 + daily charge
No AGM	LKR 25,000
Late tax payment	10% penalty + 1% monthly interest
EPF/ETF non-payment	100% of amount + interest
False information	Prosecution + fines

Compliance Tools

Keep Organized With:

Accounting software (QuickBooks, Tally)
Company secretary services
Compliance calendars (Google Calendar with reminders)
Document management (secure cloud storage)

Professional Help:

Chartered Accountant - Tax filings, audits
Company Secretary - Corporate governance
Tax Consultant - Tax planning
Lawyer - Legal compliance

Checklist: Are You Compliant?

Registration:

Company registered with ROC
TIN obtained
EPF/ETF registered (if employees)
VAT registered (if threshold met)

Current Year:

Records:

Resources

Government Portals:

Professional Bodies:

ICASL: Institute of Chartered Accountants of Sri Lanka
CASL: Association of Accounting Technicians of Sri Lanka

Conclusion

Sri Lankan business compliance requires ongoing attention to deadlines and filings. Stay organized with calendars, use professional help when needed, and file everything on time to avoid penalties.

Simplify compliance: Generate Form 1, Form 15, and Form 20 instantly with our Sri Lankan Forms Generators or check your obligations with our Compliance Checklist Tool.

Disclaimer: Compliance requirements change. Verify current regulations with IRD, ROC, and professional advisors. This article is for informational purposes only.

Sri Lanka Business Compliance Checklist 2026 - TIN EPF and Annual Returns